-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nk3/HLAXUWEnUsDWTpRMFHyvHOcAtb5p49cC+4ENL8d4GXQx+Q19sIvVwzegBX/h Wt1Na5FmYOSAWCLjN327ww== 0001157523-10-003818.txt : 20100625 0001157523-10-003818.hdr.sgml : 20100625 20100625163021 ACCESSION NUMBER: 0001157523-10-003818 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100623 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100625 DATE AS OF CHANGE: 20100625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARIAD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000884731 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 223106987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21696 FILM NUMBER: 10917882 BUSINESS ADDRESS: STREET 1: 26 LANDSDOWNE ST CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6174940400 MAIL ADDRESS: STREET 1: 26 LANDSDOWNE CITY: CAMBRIDGE STATE: MA ZIP: 02139 8-K 1 a6340951.htm ARIAD PHARMACEUTICALS, INC. 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 23, 2010

ARIAD Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)

Delaware

0-21696

22-3106987

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

26 Landsdowne Street, Cambridge, Massachusetts

02139

(Address of principal executive offices)

(Zip Code)


Registrant's telephone number, including area code: (617) 494-0400


Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)       On June 23, 2010, ARIAD Pharmaceuticals, Inc. (the “Company”) announced that Timothy P. Clackson, Ph.D. has been named the Company’s President of Research and Development, effective immediately.  Dr. Clackson retains his position as Chief Scientific Officer.

ARIAD also announced three other promotions or new positions: Frank G. Haluska, M.D., Ph.D. has been named Vice President, Clinical Research and Development and Chief Medical Officer; Edward M. Fitzgerald has been promoted to Executive Vice President and Chief Financial Officer; and Pierre F. Dodion, M.D., M.B.A. will move into the newly created position of Senior Vice President, Corporate Development.

No other material changes were made to the terms of the officers’ employment.  A copy of the press release announcing the promotions and new positions is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

ITEM 5.07 Submission of Matters to a Vote of Security Holders.

On June 24, 2010, the Company held its 2010 Annual Meeting of Stockholders.  Of 109,459,191 shares of common stock issued and outstanding and eligible to vote as of the record date of April 28, 2010, a quorum of 93,677,867 shares, or approximately 85.6 % of the eligible shares, was present in person or represented by proxy.  The following actions were taken at such meeting:

1.   Reelection of the following Class 1 Directors to serve until the 2013 annual meeting and until their successors are duly elected and qualified.

  Voted For  

Withheld Authority

 

Broker Non-Vote

Athanase Lavidas, Ph.D. 47,639,967 539,789 45,498,111
Massimo Radaelli, Ph.D. 46,557,931 1,621,825 45,498,111

After the meeting, Jay R. LaMarche, A. Collier Smyth, M.D. and Robert M. Whelan, Jr. continued to serve as Class 2 Directors for terms that expire at the 2011 annual meeting and until their successors are duly elected and qualified, and Harvey J. Berger, M.D. and Wayne Wilson continued to serve as Class 3 Directors for terms that expire at the 2012 annual meeting and until their successors are duly elected and qualified.  

2.   Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2010.  

The voting results were 91,618,063 votes for, 1,724,990 votes against, 334,814 votes abstaining and no broker non-votes.

ITEM 9.01 Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit

 

Number

Description

 
99.1 Press release dated June 23, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ARIAD Pharmaceuticals, Inc.

 

 

 

 

By:  

/s/ Edward M. Fitzgerald

 

Edward M. Fitzgerald

Executive Vice President and Chief Financial Officer

 
 

Date:

June 25, 2010

EX-99.1 2 a6340951ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

ARIAD Names Timothy P. Clackson to New Position of President of Research and Development

~ Strategically focuses R&D for the future

~ Promotions and other new positions also announced

CAMBRIDGE, Mass.--(BUSINESS WIRE)--June 23, 2010--ARIAD Pharmaceuticals, Inc. (NASDAQ: ARIA) today announced that Timothy P. Clackson, Ph.D. has been named the company’s first President of Research and Development, effective immediately. Dr. Clackson, who joined ARIAD in 1994, also retains his position as Chief Scientific Officer.

In this new role, Dr. Clackson will be responsible for establishing an integrated research and development organization for ARIAD, which will include all components of R&D from early discovery through advanced clinical development. He also will continue to oversee manufacturing operations and program and alliance management.

“Tim has contributed immensely to ARIAD’s success over the years and has led our scientific programs with great vision, thoughtfulness and excellence,” stated Harvey J. Berger, M.D., chairman and chief executive officer of ARIAD. “In establishing an integrated research and development organization, we will streamline R&D decision-making and provide for focused coordination among functional groups. I am delighted to have Tim continue to work closely with me as we further advance the Company in this promising time.”

Dr. Clackson has nearly twenty years of experience in the biopharmaceutical industry. He served as ARIAD’s Senior Vice President and Chief Scientific Officer since September 2003 and previously held a number of scientific positions, starting as a research scientist and rising through the management ranks over the past fifteen years. Dr. Clackson led the multi-disciplinary research group that identified all of ARIAD’s product candidates. He will continue to report to Dr. Berger.

Prior to joining ARIAD, Dr. Clackson was a postdoctoral fellow at Genentech, Inc., where he studied the molecular basis for human growth hormone function. Dr. Clackson received his B.A. degree in Biochemistry from the University of Oxford. He received his Ph.D. degree in Biology from the University of Cambridge, for research conducted at the MRC Laboratory of Molecular Biology into antibody engineering and the development of phage-display technology.

ARIAD also announced three important additional promotions and new positions today:

Frank G. Haluska, M.D., Ph.D. has been named Vice President, Clinical Research and Development and Chief Medical Officer, reporting to Dr. Clackson. Dr. Haluska has been with ARIAD for nearly three years and has led ARIAD’s clinical affairs group. He has contributed to all of the company’s medical programs, including leadership of the ongoing clinical trial of ARIAD’s investigational pan-BCR-ABL inhibitor, AP24534. Prior to joining ARIAD, Dr. Haluska held senior academic positions at Harvard Medical School, Massachusetts General Hospital and the Dana-Farber Cancer Institute. He will oversee the pivotal trial of AP24534 in patients with resistant and refractory chronic myeloid leukemia, which is scheduled to begin patient enrollment in the second half of this year.

Edward M. Fitzgerald has been promoted to Executive Vice President and Chief Financial Officer, reporting to Dr. Berger. Mr. Fitzgerald has been with ARIAD for more than eight years and has led the business and finance functions of the Company. His new role will include oversight of ARIAD’s commercial operations.

Pierre F. Dodion, M.D., M.B.A. will move into the newly created position of Senior Vice President, Corporate Development, reporting to Dr. Berger. Dr. Dodion has been with ARIAD for more than three years, most recently heading clinical development and medical affairs, and he will now be responsible for leading business development and corporate strategy for ARIAD. His initial focus will be on partnering AP24534 consistent with ARIAD’s strategy of becoming a fully integrated oncology company.

About ARIAD

ARIAD’s vision is to transform the lives of cancer patients with breakthrough medicines. The Company’s mission is to discover, develop and commercialize small-molecule drugs to treat cancer in patients with the greatest and most urgent unmet medical need – aggressive cancers where current therapies are inadequate. ARIAD’s lead product candidate, ridaforolimus, is an investigational mTOR inhibitor being developed by Merck Sharpe & Dohme Corp. and is in Phase 3 clinical development in patients with advanced sarcomas. ARIAD’s second internally discovered product candidate, AP24534, is an investigational pan-BCR-ABL inhibitor completing Phase 1 clinical development in patients with hematological cancers, notably chronic myeloid leukemia. For additional information about the Company, please visit http://www.ariad.com.

CONTACT:
ARIAD Pharmaceuticals, Inc.
Maria E. Cantor, 617-621-2208

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